UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
July 22, 2004
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Date of Report (Date of earliest event reported)
DIGITAL IMPACT, INC.
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(Exact name of Registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
000-27787 94-3286913
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(Commission File No.) (IRS Employer Identification Number)
177 Bovet Road
San Mateo, California 94402
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(Address of principal executive offices)
(650) 356-3400
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(Registrant's telephone number, including area code)
N.A.
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(Former Name or Former Address, if Changed Since Last Report)
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
Exhibit
Number Description
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99.1 Press Release issued July 22, 2004.
Item 12. Results of Operations and Financial Condition.
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On July 22, 2004, Digital Impact announced its financial results for the fiscal
first quarter ended June 30, 2004 and certain other information. The full text
of the press release issued in connection with the announcement is attached as
Exhibit 99.1 to this Current Report on Form 8-K.
The information shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933 or the Exchange Act, except as
expressly set forth by specific reference in such a filing.
The attached press release contains non-GAAP financial measures. For purposes of
Regulation G, a non-GAAP financial measure is a numerical measure of a company's
performance, financial position, or cash flows that either excludes or includes
amounts that are not normally excluded or included in the most directly
comparable measure calculated and presented in accordance with generally
accepted accounting principles.
To supplement our consolidated financial statements presented in accordance with
GAAP, Digital Impact uses non-GAAP measures of pro forma net loss, pro forma net
loss per share and EBITDA, which are adjusted from results based on GAAP to
exclude certain expenses, recoveries and losses. These non-GAAP measures are
provided to enhance the user's overall understanding of our current financial
performance and our prospects for the future. Specifically, we believe the
non-GAAP results provide useful information to both management and investors by
excluding certain expenses, recoveries and losses that may not be indicative of
our core operating results. These measures should be considered in addition to,
and not as a substitute for, or superior to, results prepared in accordance with
generally accepted accounting principles. Consistent with our historical
practice, the non-GAAP measures included in the attached press release have been
reconciled to the nearest GAAP measure.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Digital Impact, Inc.
Dated: July 22, 2004 By: /s/ David Oppenheimer
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David Oppenheimer
Senior Vice President,
Finance and Chief
Financial Officer
INDEX TO EXHIBITS
Exhibit
Number Description
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99.1 Press Release issued July 22, 2004